UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q





Mark one:


[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)


OF THE SECURITIES EXCHANGE ACT OF 1934





For Quarter Ended September 30, 2010





OR





[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE


SECURITIES EXCHANGE ACT OF 1934.





For the transition period from to _______





Commission File Number 000-32695





Amaru, Inc.


(Exact name of registrant as specified in its charter.)





Nevada
88-0490089(State of Incorporation)
(IRS Employer Identification No.)





62 Cecil Street, #06-00 TPI Building, Singapore 049710


(Address of principal executive offices) (Zip Code)





Registrant's telephone number, including area code (65) 6332 9287





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X]  No [_]





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.





Large accelerated reporting  filer [_]
Accelerated filer  [_]Non-accelerated filer [_]
Smaller company [X](Do not check if a smaller reporting





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.  Yes [_]   No [X]





Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.





Common Stock $0.001 par value
175,404,018 shares(Class)
(Outstanding at October 31, 2010)




















AMARU, INC. AND SUBSIDARIES


2010 Quarterly Report on Form 10-Q


Table of Contents





PART I:  FINANCIAL INFORMATIONITEM 1:  CONSOLIDATED FINANCIAL STATEMENTSConsolidated Balance Sheets
3Consolidated Statements of Operations
4Consolidated Statement of Stockholders' Equity and Comprehensive Income
5-6Consolidated Statements of Cash Flows
7Notes to Consolidated Financial Statements
8ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
26ITEM 3:  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
32ITEM 4:  CONTROLS AND PROCEDURES
34PART II:  OTHER INFORMATIONITEM 1:  LEGAL PROCEEDINGS
36ITEM 1A: RISK FACTORS
37ITEM 2:  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
42ITEM 3:  DEFAULTS UPON SENIOR SECURITIES
42ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
42ITEM 5:  OTHER INFORMATION
42ITEM 6:  EXHIBITS
42SIGNATURES
43








2








AMARU, INC. AND SUBSIDIARIES


CONSOLIDATED BALANCE SHEETS








SEPTEMBER 30,


DECEMBER 31,2010


2009(Unaudited)Current assetsCash and cash  equivalents

$
231,461


$
356,477Accounts receivable, net of allowance of $260,681 and $10,697,363 at September 30, 2010 and December 31, 2009 respectively


6,351



--Equity securities held for trading


808,585



326,980Other current assets


289,376



187,131Total current assets


1,335,773



870,588Non-current assetsProperty and equipment, net


413,421



642,960Film library, net


--



--Special Purpose Entity


37



--Investments – at cost


2,718,749



2,718,749Total non-current assets


3,132,207



3,361,709Total assets

$
4,467,980


$
4,232,297LIABILITIES AND STOCKHOLDERS' EQUITYCurrent liabilitiesAccounts payable and accrued expenses

$
834,956


$
916,150Advances from related parties


102,620



--Capital lease payable - short term


16,725



11,079Convertible term loan


2,500,000



2,432,796Total current liabilities


3,454,301



3,360,025Non-current liabilitiesCapital lease payable - long term


29,906



36,924Total non-current liabilities


29,906



36,924Total liabilities


3,484,207



3,396,949Commitments


--



--Stockholders' equityPreferred stock (par value $0.001) 5,000,000 shares authorized; 0 shares issued and outstanding at September 30,2010 and December 31, 2009, respectively


--



--Common stock (par value $0.001) 200,000,000 shares authorized; 174,793,331 and 165,856,168 shares issued and outstanding at September 30, 2010 and December 31, 2009, respectively


174,793



165,856Additional paid-in capital


41,239,451



40,354,672Accumulated Deficit


(38,107,859
)


(37,436,006
)Accumulated other comprehensive income


968,406



968,406Total Amaru Inc's Stockholder's Equity


4,274,791



4,052,928Non controlling interest


(3,291,018
)


(3,217,580
)Total stockholders' equity


983,773



835,348Total liabilities and shareholders' equity

$
4,467,980


$
4,232,297








See accompanying notes to consolidated financial statements





3




AMARU, INC. & SUBSIDIARIES


CONSOLIDATED STATEMENTS OF OPERATIONS


(UNAUDITED)








FOR THE NINE MONTHS ENDED


FOR THE THREE MONTHS ENDEDSeptember 30, 2010


September 30, 2009


September 30,2010


September 30, 2009Revenue:Entertainment

$
45,737


$
39,900


$
1,396


$
9,080Total revenue


45,737



39,900



1,396



9,080Cost of services


(202,300
)


(170,578
)


(58,961
)


(59,435
)Gross loss


(156,563
)


(130,678
)


(57,575
)


(50,355
)Distribution costs


(31,402
)


(214,513
)


(10,334
)


(117,391
)Administrative expenses


(980,951
)


(1,678,634
)


(261,451
)


(506,987
)Bad debt expense


--



(9,635,919
)


--



(9,635,919
)Total expenses


(1,012,353
)


(11,529,066
)


(271,785
)


(10,260,297
)Loss from operations


(1,168,916
)


(11,659,744
)


(329,360
)


(10,310,652
)Other (expense) incomeInterest expense


(68,896
)


(95,332
)


(5,286
)


(31,787
)Interest income


29



120



14



16Other income


10,887



--



4,418



--Equipment written off


--



(16,607
)


--



(16,607
)Net change in fair value of equity securities held for trading


481,605



273,006



217,791



(10,794
)Loss before income taxes


(745,291
)


(11,498,557
)


(112,423
)


(10,369,824
)Income taxes


--



--



--



--Net (loss) including noncontrolling interest

$
(745,291
)

$
(11,498,557
)

$
(112,423
)

$
(10,369,824
)Attributable to:Equity holders of Amaru, Inc.

$
(671,853
)

$
(9,487,847
)

$
(99,130
)

$
(8,513,959
)Noncontrolling interest

$
(73,438
)

$
(2,010,710
)

$
(13,293
)

$
(1,855,865
)Earnings per share attributable to Amaru, Inc. common shareholders - Basic and diluted

$
(0.004
)

$
(0.07
)

$
(0.001
)

$
(0.06
)Weighted average number of Amaru, Inc. common shares outstanding - Basic and diluted


170,187,242



160,253,369



173,284,788



161,869,595











See accompanying notes to consolidated financial statements








4





AMARU, INC. AND SUBSIDIARIES


CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME


FOR THE YEAR ENDED DECEMBER 31, 2009 AND THE NINE MONTHS ENDED SEPTEMBER 30, 2010


(UNAUDITED)








PREFERRED STOCK


COMMON STOCKNUMBER

OF

SHARES


PAR

VALUE

($0.001)


NUMBER

OF

SHARES


PAR

VALUE

($0.001)


ADDITIONAL PAID-IN

CAPITAL


SUBSCRIBED

COMMON

STOCK


ACCUMULATED

DEFICITBalance at December 31, 2008


--



--



154,098,528


$
154,098


$
39,190,666


$
--


$
(9,726,413
)Subscribed common stock issued


--



--



11,757,640



11,758



1,164,006



--



--Net loss


--



--



--



--



--



--



(27,709,593
)Comprehensive loss


--



--



--



--



--



--



--Balance atDecember 31, 2009


--



--



165,856,168


$
165,856


$
40,354,672


$
--


$
(37,436,006
)





(CONTINUED)











ACCUMULATED OTHER

COMPREHENSIVE INCOMECURRENCY








TOTALTRANSLATION


FAIR VALUE


NONCONTROLLING


SHAREHOLDERS'RESERVE


RESERVE


INTEREST


EQUITYBalance at December 31, 2008

$
12,927


$
955,479


$
2,766,375


$
33,353,132Subscribed common Stock issued


--



--



--



1,175,764Net loss


--



--



(5,983,955
)


(33,693,548
)Comprehensive loss


--



--



--



(33,693,548
)Balance at December 31, 2009

$
12,927


$
955,479


$
(3,217,580
)

$
835,348








See accompanying notes to consolidated financial statements











5







AMARU, INC. AND SUBSIDIARIES


CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME


FOR THE YEAR ENDED DECEMBER 31, 2009 AND THE NINE MONTHS ENDED SEPTEMBER 30, 2010


(UNAUDITED)














PREFERRED STOCK


COMMON STOCKNUMBER

OF

SHARES


PAR

VALUE

($0.001)


NUMBER

OF

SHARES


PAR

VALUE

($0.001)


ADDITIONAL PAID-IN CAPITAL


SUBSCRIBED

COMMON

STOCK


ACCUMULATED

DEFICITBALANCE AT DECEMBER 31, 2009


--



--



165,856,168


$
165,856


$
40,354,672


$
--


$
(37,436,006
)SUBSCRIBED COMMON STOCK ISSUED


--



--



8,937,163



8,937



884,779



--



--NET LOSS


--



--



--



--



--



--



(671,853
)COMPREHENSIVE LOSS


--



--



--



--



--



--



--BALANCE AT SEPTEMBER 30, 2010


--



--



174,793,331


$
174,793


$
41,239,451


$
--


$
(38,107,859
)





(CONTINUED)














ACCUMULATED OTHER

COMPREHENSIVE INCOMECURRENCY








TOTALTRANSLATION


FAIR VALUE


NONCONTROLLING


SHAREHOLDERS'RESERVE


RESERVE


INTEREST


EQUITY(RESTATED)BALANCE AT DECEMBER 31, 2009

$
12,927


$
955,479


$
(3,217,580
)

$
835,348SUBSCRIBED COMMON STOCK ISSUED


--



--



--



893,716NET LOSS


--



--



(73,438
)


(745,291
)COMPREHENSIVE LOSS


--



--



--



(745,291
)BALANCE AT SEPTEMBER 30, 2010

$
12,927


$
955,479


$
(3,291,018
)

$
983,773













See accompanying notes to consolidated financial statements








6














AMARU, INC. & SUBSIDIARIES


CONSOLIDATED STATEMENTS OF CASH FLOWS








FOR THE NINE MONTHS ENDEDSeptember 30,


September 30,2010


2009(Unaudited)


(Unaudited)CASH FLOWS FROM OPERATING ACTIVITIESNet loss

$
(745,291
)

$
(11,498,557
)Adjustments to reconcile net income to cash and cash equivalents used or provided by operations:Amortization


70,301



602,406Depreciation


240,062



356,566Equipment written off


--



16,607Allowance for doubtful debts


--



9,635,919Net change in fair value of equity securities held for trading


(481,605
)


(273,006
)Changes in operation assets and liabilitiesAccounts receivable


(6,351
)


(2,432
)Inventories


--



1,885Other current assets


(102,245
)


(648
)Accounts payable and accrued expenses


(81,194
)


(391,721
)Other payables


--



(5,458
)Net cash used in operating activities


(1,106,323
)


(1,558,439
)CASH FLOWS FROM INVESTING ACTIVITIESAcquisition of equipment


(10,523
)


(73,687
)Acquisition of intangible assets


(3,097
)


(9,707
)Acquisition of investment available for sale


--



(200,000
)Acquisition of associate


(37
)


--Net cash provided by (used in) investing activities


(13,657
)


(283,394
)CASH PROVIDED FROM FINANCING ACTIVITIESAdvance from related parties


102,620



--Repayment of related parties


--



(48,681
)Repayments of obligations under capital leases


(1,372
)


(7,447
)Receipts from common stock issued


893,716



925,764Net cash provided by (used in) financing activities


994,964



869,636Effect of exchange rate changes on cash and cash equivalents


--



--Cash flows from all activities


(125,016
)


(972,197
)Cash and cash equivalents at beginning of period


356,477



1,484,945Cash and cash equivalents at end of period

$
231,461


$
512,748








See accompanying notes to consolidated financial statements














7







AMARU, INC. AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


FOR THE NINE MONTHS ENDED


SEPTEMBER 30, 2010 AND 2009





1.       BASIS OF PRESENTATION AND REORGANIZATION





Amaru, Inc. (the "Company") is in the business of broadband entertainment-on-demand, streaming via computers, television sets, PDAs (Personal Digital Assistant) and the provision of broadband services. Its business includes channel and program sponsorship (advertising and branding); online subscriptions, channel/portal development (digital programming services); content aggregation and syndication, broadband consulting services, broadband hosting and streaming services and E-commerce.





The Company was also in the business of digit gaming (lottery). The Company has an 18 year license to conduct nation wide lottery in Cambodia. The Company through its subsidiary, M2B Commerce Limited, signed an agreement with Allsports International Llt, a British Virgin islands company to operate and conduct digis games in Cambodia and to manage the digit games activities in Cambodia. The license has been suspended, see note 14.





The key business focus of the Company is to establish itself as the leading provider and creator of a new generation of Entertainment-on-Demand and E-Commerce Channels on Broadband, and 3G (Third Generation) devices.





The Company delivers both wire and wireless solutions, streaming via computers, TV sets, PDAs and 3G hand phones.





At the same time the Company launches e-commerce channels (portals) that provide on-line shopping and pay per view services but with a difference, merging two leisure activities of shopping and entertainment. The entertainment channels are designed to drive and promote the shopping portals, and vice versa.





The Company's business model in the area of broadband entertainment includes e-services, which would provide the Company with multiple streams of revenue. Such revenues would be derived from advertising and branding (channel and program sponsorship); on-line subscriptions; online games micro-payments; channel/portal development (digital programming services); content aggregation and syndication; broadband consulting services; on-line shopping turnkey solutions; broadband hosting and streaming services; E-commerce commissions and on-line dealerships; and digit game operations.





1.2  Recent Accounting Standards and Pronouncements





In February 2010, the FASB issued Accounting Standards Update 2010-10, Consolidation (Topic 10): Amendments for Certain Funds. ASU 2010-10 defers the effective date of certain amendments to the consolidation requirements of ASC Topic 810, Consolidation, resulting from the issuance of FAS 167, Amendments to FASB Interpretation No. 46(R). Specifically, the amendments to the consolidation requirements of Topic 810 resulting from the issuance of FAS 167 are deferred for a reporting entity's interest in an entity (1) that has all the attributes of an investment company; or (2) for which it is industry practice to apply measurement principles for financial reporting purposes that are consistent with those followed by investment companies. The ASU does not defer the disclosure requirements in FAS 167 amendments to Topic 810. The amendments in this ASU are effective as of the beginning of a reporting entity's first annual period that begins after November 15, 2009, and for interim for interim periods within that first annual reporting period. Early application is not permitted. The provisions of ASU 2010-10 is not expected to have an impact on the Company's financial statements.











8







AMARU, INC. AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


FOR THE NINE MONTHS ENDED


SEPTEMBER 30, 2010 AND 2009








In February 2010, the FASB issued Accounting Standards Update 2010-09, Subsequent Events (Topic 855): Amendments to Certain Recognition and Disclosure Requirements. ASU 2010-09 removes the requirement for an SEC filer to disclose a date through which subsequent events have been evaluated in both issued and revised financial statements. Revised financial statements include financial statements revised as a result of either correction of an error or retrospective application of U.S. GAAP. The FASB also clarified that if the financial statements have been revised, then an entity that is not an SEC filer should disclose both the date that the financial statements were issued or available to be issued and the date the revised financial statements were issued or available to be issued. The FASB believes these amendments remove potential conflicts with the SEC's literature. In addition, the amendments in the ASU requires an entity that is a conduit bond obligor for conduit debt securities that are traded in a public market to evaluate subsequent events through the date of issuance of its financial statements and must disclose such date. All of the amendments in the ASU were effective upon issuance (February 24, 2010) except for the use of the issued date for conduit debt obligors. That amendment is effective for interim or annual periods ending after June 15, 2010. The provisions of ASU 2010-09 did not have a material impact on the Company's financial statements.





In February 2010, the FASB issued Accounting Standards Update (ASU) No. 2010-08, Technical Corrections to Various Topics, thereby amending the FASB Accounting Standards Codification (Codification). This ASU resulted from a review by the FASB of its standards to determine if any provisions are outdated, contain inconsistencies, or need clarifications to reflect the FASB's original intent. The FASB believes the amendments do not fundamentally change U.S. GAAP. However, certain clarifications on embedded derivatives and hedging reflected in Topic 815, Derivatives and Hedging, may cause a change in the application of the guidance in Subtopic 815-15. Accordingly, the FASB provided special transition provisions for those amendments. The ASU contains various effective dates. The clarifications of the guidance on embedded derivatives and hedging (Subtopic 815-15) are effective for fiscal years beginning after December 15, 2009. The amendments to the guidance on accounting for income taxes in a reorganization (Subtopic 852-740) applies to reorganizations for which the date of the reorganization is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. All other amendments are effective as of the first reporting period (including interim periods) beginning after the date this ASU was issued (February 2, 2010). The provisions of ASU 2010-08 is not expected to have an impact on the Company's financial statements.





In January 2010, the FASB issued Accounting Standards Update ("ASU") No. 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements. ASU 2010-06 amends Codification Subtopic 820-10 to add two new disclosures: (1) transfers in and out of Level 1 and 2 measurements and the reasons for the transfers, and (2) a gross presentation of activity within the Level 3 roll forward. The proposal also includes clarifications to existing disclosure requirements on the level of disaggregation and disclosures regarding inputs and valuation techniques. The proposed guidance would apply to all entities required to make disclosures about recurring and nonrecurring fair value measurements. The effective date of the ASU is the first interim or annual reporting period beginning after December 15, 2009, except for the gross presentation of the Level 3 roll forward information, which is required for annual reporting periods beginning after December 15, 2010 and for interim reporting periods within those years. Early application is permitted. The Company is currently assessing the impact that the adoption will have on its financial statements.














9








AMARU, INC. AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


FOR THE NINE MONTHS ENDED


SEPTEMBER 30, 2010 AND 2009








In January 2010, the FASB issued two ASU's that (1) codify SEC Observer comments made at the June 2009 EITF meeting and (2) make technical corrections to several SEC sections of the FASB Codification. In general, the two ASU's, do not change existing practice. ASU 2010-05, Compensation--Stock Compensation (Topic 718)--Escrowed Share Arrangements and the Presumption of Compensation, codifies EITF Topic D-110, Escrowed Share Arrangements and the Presumption of Compensation, which provides the SEC staff's view on when an escrowed share arrangement involving shareholders is presumed to be compensatory and the factors to consider when analyzing whether that presumption has been overcome. The SEC Observer announced the views captured in EITF Topic D-110 at the June 2009 EITF meeting. ASU 2010-04, Accounting for Various Topics--Technical Corrections to SEC Paragraphs, primarily includes technical corrections to various topics containing SEC guidance as a result of recently-issued authoritative guidance and updates for Codification references. These two ASU's do not have an impact on the Company's financial statements.





In January 2010, the FASB issued ASU No. 2010-02, Consolidation (Topic 810) - Accounting and Reporting for Decreases in Ownership of a Subsidiary - A Scope Clarification. This ASU clarifies that the scope of the decrease in ownership provisions of Subtopic 810-10 and related guidance applies to (1) a subsidiary or group of assets that is a business or nonprofit activity; (2) a subsidiary that is a business or nonprofit activity that is transferred to an equity method investee or joint venture; and (3) an exchange of a group of assets that constitutes a business or nonprofit activity for a noncontrolling interest in an entity (including an equity method investee or joint venture). ASU 2010-02 also clarifies that the decrease in ownership guidance in Subtopic 810-10 does not apply to: (a) sales of in substance real estate; and (b) conveyances of oil and gas mineral rights, even if these transfers involve businesses. The amendments in this ASU expand the disclosure requirements about deconsolidation of a subsidiary or derecognition of a group of assets. ASU 2010-02 is effective beginning in the period that an entity adopts FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements - an amendment of ARB 51 (now included in Subtopic 810-10). If an entity has previously adopted Statement 160, the amendments are effective beginning in the first interim or annual reporting period ending on or after December 15, 2009. The amendments in ASU 2010-02 should be applied retrospectively to the first period that an entity adopts Statement 160. The provisions of ASU 2010-02 did not have an impact on the Partnership's financial statements.





In January 2010, the FASB issued ASU No. 2010-01, Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash. The amendments to the Codification in this ASU clarify that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in earnings per share prospectively and is not a stock dividend. This ASU codifies the consensus reached in EITF Issue No. 09-E, Accounting for Stock Dividends, Including Distributions to Shareholders with Components of Stock and Cash. ASU 2010-01 is effective for interim and annual periods ending on or after December 15, 2009, and should be applied on a retrospective basis. This ASU did not have an impact on the Company's financial statements.











10







AMARU, INC. AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


FOR THE NINE MONTHS ENDED


SEPTEMBER 30, 2010 AND 2009











In December 2009, the FASB issued ASU 2009-16, Transfers and Servicing (Topic 860) - Accounting for Transfers of Financial Assets, which formally codifies FASB Statement No. 166, Accounting for Transfers of Financial Assets into the ASC. ASU 2009- 16 represents a revision to the provisions of former FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities and will require more information about transfers of financial assets, including securitization transactions, and where entities have continuing exposure to the risks related to transferred financial assets. Among other things, ASU 2009-16 (1) eliminates the concept of a "qualifying special-purpose entity", (2) changes the requirements for derecognizing financial assets, and (3) enhances information reported to users of financial statements by providing greater transparency about transfers of financial assets and an entity's continuing involvement in transferred financial assets. ASU 2009-16 is effective at the start of a reporting entity's first fiscal year beginning after November 15, 2009. Early application is not permitted. The provisions of ASU 2009-16 are not expected to have a material impact on the Company's financial statements.





In October 2009, the FASB published FASB Accounting Standards Update 2009-14, Software (Topic 985) - Certain Revenue Arrangements that Include Software Elements. It changes the accounting model for revenue arrangements that include both tangible products and software elements. Under this guidance, tangible products containing software components and non- software components that function together to deliver the tangible product's essential functionality are excluded from the software revenue guidance in Subtopic 985-605, Software-Revenue Recognition. In addition, hardware components of a tangible product containing software components are always excluded from the software revenue guidance. The provisions of ASU 2009-14 is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The provisions of ASU 2009-14 is not expected to have an impact on the Company's financial statements.





In October 2009, the FASB published FASB Accounting Standards Update 2009-13, Revenue Recognition (Topic 605) - Mutliple- Deliverable Revenue Arrangements. It addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than as a combined unit. Specifically, this guidance amends the criteria in Subtopic 605-25, Revenue Recognition-Multiple-Element Arrangements, for separating consideration in multiple- deliverable arrangements. This guidance establishes a selling price hierarchy for determining the selling price of a deliverable, which is based on: (a) vendor-specific objective evidence; (b) third-party evidence; or (c) estimates. This guidance also eliminates the residual method of allocation and requires that arrangement consideration be allocated at the inception of the arrangement to all deliverables using the relative selling price method. In addition, this guidance significantly expands required disclosures related to a vendor's multiple-deliverable revenue arrangements. The provisions of ASU 2009-13 is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The provisions of ASU 2009-13 is not expected to have an impact on the Company's financial statements.








11







AMARU, INC. AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


FOR THE NINE MONTHS ENDED


SEPTEMBER 30, 2010 AND 2009











2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





2.1   Principles of Consolidation





The consolidated financial statements include the financial statements  of Amaru, Inc and its majority owned subsidiaries. All significant  intercompany balances and transactions have been eliminated in consolidation.  In addition, the Company evaluates its relationships with other entities to identify whether they are variable interest entities as defined by ASC 810  consolidation of variable interest entities and to access whether it is the primary beneficiary of such entities. If the determination is made that the Company is the primary beneficiary, then that entity is included in the consolidated financial statements in accordance with ASC 860.





2.2  Presentation as a Going Concern





The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has sustained net losses of $745,291 and $11,498,557 for the nine months ended September 30, 2010 and 2009, respectively. The Company also has an accumulated deficit of $38,107,859 and a working capital deficit of $2,118,528 at September 30, 2010.





The items discussed above raise substantial doubt about the Company's ability to continue as a going concern. If the Company's financial resources are insufficient, the Company may require additional financing in order to execute its operating plan and continue as a going concern. The Company cannot predict whether this additional financing will be in the form of equity, debt or another form. The Company may not be able to obtain the necessary additional capital on a timely basis, on acceptable terms, or at all. Should financing sources fail to materialize, management would seek alternate funding sources such as the sale of common and/or preferred stock, the issuance of debt or other means. The Company plans to attempt to address its working capital deficiency by increasing its sales, maintaining strict expense controls and seeking strategic alliances.





In the event that these financing sources do not materialize, or the Company is unsuccessful in increasing its revenues and profits, the Company will be forced to further reduce its costs, may be unable to repay its debt obligations as they become due or respond to competitive pressures, any of which circumstances would have a material adverse effect on its business, prospects, financial condition and results of operations.





The financial statements do not include any adjustments relating to the recoverability and reclassification of recorded asset amounts or amounts and reclassification of liabilities that might be necessary, should the Company be unable to continue as a going concern.





2.3  Use of Estimates





The preparation of the consolidated financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions relating to the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Significant items subject to such estimates and assumptions include carrying amount of property and equipment, intangibles, valuation allowances of receivables and inventories. Actual results could differ from those estimates.








12







AMARU, INC. AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


FOR THE NINE MONTHS ENDED


SEPTEMBER 30, 2010 AND 2009





Management has not made any subjective or complex judgments the application of which would result in any material differences in reported results.





2.4   Cash and Cash Equivalents





Cash and cash equivalents are defined as cash on hand, demand deposits and short-term, highly liquid investments readily convertible to cash and subject to insignificant risk of changes in value.





Cash in banks and short-term deposits are held to maturity and are carried at cost. For the purposes of the consolidated statements of cash flows, cash and cash equivalents consist of cash on hand and deposits in banks, net of outstanding bank overdrafts.





The Company monitors its liquidity risk and maintains a level of cash and cash equivalents deemed adequate by management to finance the Company's operations and to mitigate the effects of fluctuations in cash flows.





2.5  Accounts Receivable





Accounts receivable, which generally have 30 to 90 day terms, are recorded at the invoiced amount less an allowance for any uncollectible amounts (if any) and do not bear interest. Amounts collected on accounts receivable are included in net cash provided by operating activities in the consolidated statements of cash flows. The allowance for doubtful accounts is the Company's best estimate of the amount of probable credit losses in the Company's existing accounts receivable. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Bad debts are written off as incurred. The Company does not have any off-balance sheet credit exposure related to its customers.





The Company's primary exposure to credit risk arises through its accounts receivable. The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings assigned by international credit-rating agencies.





FOR THE NINE MONTHS ENDEDSEPTEMBER 30,


SEPTEMBER 30,2010


2009SALES OUTSIDE OF THE U.S.

$
45,737


$
39,900SERVICES PURCHASED OUTSIDE OF THE U.S.

$
202,300


$
170,578





2.6   Property and Equipment





Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets for financial reporting purposes. Expenditures for major renewals and betterments that extend the useful lives are capitalized. Expenditures for normal maintenance and repairs are expensed as incurred. The cost of assets sold or abandoned and the related accumulated depreciation are eliminated from the accounts and any gains or losses are reflected in the accompanying consolidated statement of income of the respective period. The estimated useful lives of the assets range from 3 to 5 years.








13







AMARU, INC. AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


FOR THE NINE MONTHS ENDED


SEPTEMBER 30, 2010 AND 2009








2.7  FILM LIBRARY
 
 Investment in the Company's film library includes movies, dramas, comedies and documentaries in which the Company has acquired distribution rights from a third party. For acquired films, these capitalized costs consist of minimum guarantee payments to acquire the distribution rights. Costs of acquiring the Company's film libraries are amortized using the individual-film-forecast method in accordance with FASB Accounting Standards Codification 926, "Entertainment-Films," whereby these costs are amortized and participations and residuals costs are accrued in the proportion that current year's revenue bears to management's estimate of ultimate revenue at the beginning of the current year expected to be recognized from the exploitation, exhibition or sale of the films. Ultimate revenue for acquired films includes estimates over a period not to exceed twenty years following the date of acquisition. Investments in films are stated at the lower of amortized cost or estimated fair value.
 
 The valuation of investment in films is reviewed on a overall basis, when an event or change in circumstances indicates that the fair value of the film library is less than its unamortized cost. The fair value of the film is determined using management's future revenue and cost estimates and a discounted cash flow approach. Additional amortization is recorded in the amount by which the unamortized costs exceed the estimated fair value of the film. Estimates of future revenue involve measurement uncertainty and it is therefore possible that reductions in the carrying value of investment in films may be required as a consequence of changes in management's future revenue estimates.
 
 The Company most recently completed an impairment evaluation in the fourth quarter of fiscal year 2009. The film library was determined to be impaired during the year ended December 31, 2009. In conducting the analysis, the Company used a discounted cash flow approach in estimating fair value as market values could not be readily determined given the unique nature of the respective assets. Based upon the analysis the Company determined that carrying amount of the film library exceeded its fair value by $19,164,782, as reflected Note 6.
 
 This adjustment is included in the Company's restated Form 10-K for the year ended December 31, 2009.


2.8   INTANGIBLE ASSETS





Intangible assets consist of gaming, software license and product development costs. Intangible assets which were purchased for a specific period are stated at cost less accumulated amortization and impairment losses. Such intangible assets are reviewed for impairment in accordance with ASC 350, Accounting for Goodwill and Other Intangible Assets. Such intangible assets are amortized over the period of the contract, which is 2 to 18 years.





Included in the gaming license are the rights to a digit games license in Cambodia. The license is for a minimum period of 18 years commencing from June 1, 2005, with an option to extend for a further 5 years or such other period as may be mutually agreed. The digit gaming license was suspended, and the asset was impaired during the year ended December 31, 2008. See Note 15.





The Company most recently completed an impairment evaluation in the fourth quarter of fiscal year 2009 of its remaining gaming licenses relating to it online video game downloads. The gaming license was determined to be impaired during the year ended December 31, 2009. In conducting the analysis, the Company used a discounted cash flow





The Company most recently completed an impairment evaluation in the fourth quarter of fiscal year 2009 of its remaining gaming licenses relating to it online video game downloads. The gaming license was determined to be impaired during the year ended December 31, 2009. In conducting the analysis, the Company used a discounted cash flow approach in estimating fair value as market values could not be readily determined given the unique nature of the gaming licenses. For the gaming licenses identified as being impaired, the cash flows associated with underlying assets did not support a value greater than zero due to a lack of revenue associated with the gaming license. The licenses were fully impaired as disclosed in Note 7.





The Company capitalized the development and building cost related to the broad-band sites and infrastructure for the streaming system, most of which was developed in 2002 as product development costs. The Company projects that these development costs will be useful for up to years before additional significant development needs to be done.





2.9   SPECIAL PURPOSE ENTITY





A special purpose entity is an entity over which the Company has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.





The results and assets and liabilities of special purpose entities are incorporated in these financial statements using the equity method of accounting. Under the equity method, investments in special purpose entities are carried in the consolidated balance sheet at cost as adjusted for post-acquisition changes in the Company's share of the net assets of the special purpose entity, less any impairment in the value of individual investments. Losses of a special purpose entity in excess of the group's interest in that special purpose entity (which includes any long-term interests that, in substance, form part of the Company's net investment in the special purpose entity) are not recognised, unless the group has incurred legal or constructive obligations or made payments on behalf of the special purpose entity.





Any excess of the cost of acquisition over the Company's share of the net fair value of the identifiable assets, liabilities and contingent liabilities of the special purpose entity recognised at the date of acquisition is recognised as goodwill. The goodwill is included within the carrying amount of the investment and is assessed for impairment as part of the investment. Any excess of the Company's share of the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of acquisition, after reassessment, is recognised immediately in the consolidated profit and loss statement.





Where a group entity transacts with a special purpose entity of the group, profits and losses are eliminated to the extent of the group's interest in the relevant special purpose entity.







14




AMARU, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE NINE MONTHS ENDED
 SEPTEMBER 30, 2010 AND 2009





2.10  Investments





The Company classifies its investments in marketable equity and debt securities as "available-for-sale", "held to maturity" or "trading" at the time of purchase in accordance with the provisions of Statement of Financial Accounting Standards ("SFAS") No. 115, "Accounting for Certain Investments in Debt and Equity Securities" ("ASC 320"). Equity securities held for trading as of September 30, 2010 totaled $808,585, December 31, 2009 totaled $326,980. The changes relates to an unrealized gain of $481,605 and $273,006, for the nine months ended September 30, 2010 and 2009, respectively.




Available-for-sale securities are carried at fair value with unrealized gains and losses, net of related tax, if any, reported as a component of other comprehensive income (loss) until realized. Realized gains and losses from the sale of available-for-sale securities are determined on a specific-identification basis. A decline in the market value of any available-for-sale security below cost that is deemed to be other than temporary will result in an impairment, which is charged to earnings.





Investments that are not publicly traded or have resale restrictions greater than one year are accounted for at cost. The Company's cost method investments include companies involved in the broadband and entertainment industry. The Company uses available qualitative and quantitative information to evaluate all cost method investment impairments at least annually. An impairment is booked when there is an other-than-temporary difference between the carrying amount and fair value of the investment that would result in a loss.





2.11 Valuation of Long-Lived Assets





The Company accounts for long-lived assets under ASC 360,"Accounting for the Impairment or Disposal of Long-lived Assets". Management assesses the recoverability of its long-lived assets, which consist primarily of fixed assets and intangible assets with finite useful lives, whenever events or changes in circumstance indicate that the carrying value may not be recoverable. The following factors, if present, may trigger an impairment review: (i) significant underperformance relative to expected historical or projected future operating results; (ii) significant negative industry or economic trends; (iii) significant decline in the Company's stock price for a sustained period; and (iv) a change in the Company's market capitalization relative to net book value. If the recoverability of these assets is unlikely because of the existence of one or more of the above-mentioned factors, an impairment analysis is performed using a projected discounted cash flow method. Management must make assumptions regarding estimated future cash flows and other factors to determine the fair value of these respective assets. If these estimates or related assumptions change in the future, the Company may be required to record an impairment charge. Impairment charges would be included with costs and expenses in the Company's consolidated statements of operations, and would result in reduced carrying amounts of the related assets on the Company's consolidated balance sheets. See notes 2.7 and 2.8 for impairment.





2.12 Fair Value of Financial Instruments





ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below:





Level 1:
Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.





Level 2:
Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability.





Level 3:
Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).








15





AMARU, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE NINE MONTHS ENDED
 SEPTEMBER 30, 2010 AND 2009








The following table sets forth the Company's financial assets and liabilities measured at fair value by level within the fair value hierarchy. As required by ASC 820, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.





The table below sets forth a summary of the fair values of the Company's financial assets and liabilities as of September 30, 2010:




Total


Level 1


Level 2


Level 3Assets:Equity securities held for trading

$
808,585


$
808,585


$
--


$
--$
808,585


$
808,585


$
--


$
--








The Company's equity securities held for trading are classified within the Level 1 of the fair value hierarchy and it is valued using quoted market prices reported on the active market on which the securities are traded.





In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159 (ASC 825), The Fair Value Option for Financial Assets and Financial Liabilities. SFAS No. 159 permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in net income. SFAS No. 159 (ASC 825) is effective for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. Upon adoption of this Statement, the Company did not elect SFAS No. 159 (ASC 825) option for existing financial assets and liabilities and therefore adoption of SFAS No. 159 (ASC 825) did not have any impact on its Consolidated Financial Statements.





2.13 Advances from Related Party





Advances from director and related party of $102,620 and $0 at September 30, 2010 and December 31, 2009, respectively, are unsecured, non-interest bearing and payable on demand.





2.14 Leases





The Company is the lessee of equipment under a capital lease expiring in 2014. The assets and liabilities under capital leases are recorded at the lower of the present value of the minimum lease payments or the fair value of the asset. The assets are amortized over the lower of their related lease terms or their estimated productive lives. Amortization of assets under capital leases is included in depreciation expense for the nine months ended September 30, 2010 and 2009.





On November 1, 2007, the Company sub-leased the office premises of M2B World Inc, a wholly owned subsidiary of the Company in Los Angeles, California as part of its efforts to streamline its operations and reduce operating costs.





2.15 Foreign Currency Translation





Transactions in foreign currencies are measured and recorded in the functional currency, U.S. dollars, using the Company's prevailing month exchange rate. The Company's reporting currency is also in U.S. dollars. At the balance sheet date, recorded monetary balances that are denominated in a foreign currency are adjusted to reflect the rate at the balance sheet date and the income statement accounts using the average exchange rates throughout the period. Translation gains and losses are recorded in stockholders' equity as other Comprehensive income and realized gains and losses from foreign currency transactions are reflected in operations.






16




AMARU, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE NINE MONTHS ENDED
 SEPTEMBER 30, 2010 AND 2009


2.16 Revenues





The Company's primary sources of revenue are from the sales of advertising space on interactive websites owned by the Company; distribution and licensing of content to our partners, broadband consulting services, and gaming revenue from our digit games.





The Company recognizes revenue in accordance with Accounting Standard Codification (ASC) 605-10 Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service or product is performed or delivered and collectability of the resulting receivable is reasonably assured.





Website advertising revenue is recognized on a cost per thousand impressions (CPM) or cost per click (CPC), and flat-fee basis. The Company earns CPM or CPC revenue from the display of graphical advertisements. An impression is delivered when an advertisement appears in pages viewed by users. Revenue from graphical advertisement impressions is recognized based on the actual impressions delivered in the period. Revenue from flat-fee services is based on a customer's period of contractual service and is recognized on a straight-line basis over the term of the contract. Proceeds from subscriptions are deferred and are included in revenue on a pro-rata basis over the term of the subscriptions.





The Company enters into contractual arrangements with customers to license and distribute content; revenue is earned from content licenses, and content syndication, Agreements with these customers are typically for multi-year periods. For each arrangement, revenue is recognized when both parties have signed an agreement, the fees to be paid by the customer are fixed or determinable, collection of the fees is probable, the delivery of the service has occurred, and no other significant obligations on the part of the Company remain. Licensing and content syndication revenue is recognized when the license period begins, and the contents are available for exploitation by customer, pursuant to the terms of the license agreement





The Company enters into contractual arrangements with customers on broadband consulting services and on-line turnkey solutions. Revenue is earned over the period in which the services are rendered. For each arrangement, revenue is recognized when a written agreement between both parties exist, the fees to be paid by the customer are fixed or determinable, collection of the fees is probable, and fulfillment of the obligations under the agreement has occurred, Revenue from broadband consulting services and on-line turnkey solutions is recognized over the period in which the services are rendered, by reference to completion of the specific transaction assessed on the basis of the actual services provided as a proportion of the total services to be performed. It is generally recognized from the date of acceptance and fulfillment of obligations under the sale and purchase agreement.





2.17 Costs of Services





The cost of services pertaining to advertising and sponsorship revenue and subscription and related services are cost of bandwidth charges, channel design and alteration, copyright licensing, and hardware hosting and maintenance costs. The cost of services pertaining to E-commerce revenue is channel design and alteration, and hardware hosting and maintenance costs. The cost of services pertaining to gaming is for managing and operating the operations and gaming centers. All these costs are accounted for in the period it was incurred.








17





AMARU, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE NINE MONTHS ENDED
 SEPTEMBER 30, 2010 AND 2009




2.18 Income Taxes
 
 Deferred income taxes are determined using the liability method in accordance with FASB Accounting Standards Codification 740 "Income Taxes". Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income taxes are measured using enacted tax rates expected to apply to taxable income in years in which such temporary differences are expected to be recovered or settled. The effect on deferred income taxes of a change in tax rates is recognized in the statement of income of the period that includes the enactment date. In addition, a valuation allowance is established to reduce any deferred tax asset for which it is determined that it is more likely than not that some portion of the deferred tax asset will not be realized.


The Company files income tax returns in the United States federal jurisdiction and certain states in the United States and certain other foreign jurisdictions. With a few exceptions, the Company is no longer subject to U. S. federal, state or foreign income tax examination by tax authorities on income tax returns filed before December 31, 2004. U. S. federal. State and foreign income returns filed for years after December 31, 2004 are considered open tax years as of the date of these consolidated financial statements. No income tax returns are currently under examination by any tax authorities.





2.19 Earnings (Loss) Per Share





FASB Accounting Standards Codification 260, "Earnings Per Share," requires the Company to present basic and diluted earnings per share, for all periods presented. The computation of earnings per common share (basic and diluted) is based on the weighted average number of shares actually outstanding during the period. The Company has no common stock equivalents, which would dilute earnings per share.





2.20 Fair Value of Financial Instruments





Investments that are not publicly traded or have resale restrictions greater than one year are accounted for at cost. Trading securities are held at fair value based upon prices quoted on an exchange.





2.21 Advertising





The cost of advertising is expensed as incurred. For the nine months ended September 30, 2010 and 2009, the Company incurred advertising expenses of $4,795 and $145,809 respectively.








18




AMARU, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE NINE MONTHS ENDED
 SEPTEMBER 30, 2010 AND 2009





2.22 Reclassifications





Certain amounts in the previous periods presented have been reclassified to conform to the current year financial statement presentation.





3.   EQUITY SECURITIES HELD FOR TRADING




SEPTEMBER 30,


DECEMBER 31,2010


2009Quoted equity security, at fair value

$
808,585


$
326,980





The fair value of quoted security is based on the quoted closing market price on the date of Sale and Purchase agreement. The investment in quoted equity security at fair value includes an unrealized gain of $481,605





The investments in quoted equity securities comprised of 37,000,000 common shares of PT Agis at the market value of $0.02185 and $0.00884 per share as of September 30, 2010 and December 31, 2009, respectively.





The Company's equity securities held for trading investment is denominated in Indonesian Rupiah.





4.   OTHER CURRENT ASSETS





Other current assets consist of the following:





SEPTEMBER 30,


DECEMBER 31,2010


2009Prepayments

$
51,364


$
53,159Deposits


54,519



55,159Other receivables


183,493



78,813$
289,376


$
187,131








5.   PROPERTY AND EQUIPMENT





SEPTEMBER 30,


DECEMBER 31,2010


2009Office equipment

$
1,034,311


$
1,023,788Motor vehicle


91,190



91,190Furniture, fixture and fittings


87,082



87,082Pony set-top boxes


843,946



843,9462,056,529



2,046,006Accumulated depreciation


(1,643,108
)


(1,403,046
)$
413,421


$
642,960








Depreciation expense was $240,062 for the nine months ended September 30, 2010 and $356,566 for the nine months ended September 30, 2009.




19




AMARU, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE NINE MONTHS ENDED
 SEPTEMBER 30, 2010 AND 2009





6.   FILM LIBRARY





Film library consist of the following:





SEPTEMBER 30,


DECEMBER 31,2010


2009Acquired Film Library

$
23,686,731


$
23,683,634Accumulated Amortization


(4,521,949
)


(4,518,852
)$
19,164,782


$
19,164,782Impairment of Film Library


(19,164,782
)


(19,164,782
)Film Library

$
--


$
--





Amortization expense was $3,097 for the nine months ended September 30,2010 and $418,655 for the nine months ended September 30, 2009.








7.   INTANGIBLE ASSETS





Intangible assets consist of the following:





SEPTEMBER 30,


DECEMBER 31,2010


2009FINITE-LIVED INTANGIBLE ASSETSGaming license

$
7,090,000


$
7,090,000Product development expenditures


719,220



719,220Software license


12,649



12,6497,821,869



7,821,869Accumulated amortization


(1,974,328
)


(1,974,328
)5,847,541



5,847,541Impairment loss


(5,847,541
)


(5,847,541
)$
--


$
--





Amortization expense was $0 for the nine months ended September 30,2010 and $90,001 for the nine months ended September 30, 2009. See Note 2.8 for impairment analysis.






20




AMARU, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE NINE MONTHS ENDED
 SEPTEMBER 30, 2010 AND 2009









8.    SPECIAL PURPOSE ENTITY





SEPTEMBER 30,


DECEMBER 31,2010


2009Fair value of investment in special purpose entity

$
37


$
--Goodwill


--



--Share of post-acquisition profit


--



--$
37


$
--





On September 2, 2010, Amaru Holdings Limited subscribed for 50% interest in the investee company, for an investment of $37.




Details of the Company's special purpose entity at September 30, 2010 are as follows:




Name of Business: MEDIAMEDES PTE. LTD.





Place of Incorporation: Republic of Singapore


Principle of Activity: Motion picture, Video and Television Programme Distribution Activities





Proportion of:

SEPTEMBER 30,

2010


DECEMBER 31,

2009Ownership Interest


50
%


0
%





One of the directors of the Company is also a director in the special purpase entity.




Summarized financial information in respect of the Company's special purpose entity is set out below:





SEPTEMBER 30,

2010


DECEMBER 31,

2009Total assets

$
74


$
--Total liabilities


--



--Net assets

$
74



--Company's share of special purpose entity's net assets

$
37


$
--Revenue

$
--


$
--Profit for the period

$
--


$
--Company's share of special purpose entity's profit for the period

$
--


$
--











21





AMARU, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE NINE MONTHS ENDED
 SEPTEMBER 30, 2010 AND 2009





9.   INVESTMENTS – AT COST





Investments held at cost consist of the following:





SEPTEMBER 30,


DECEMBER 31,2010


2009Non Current:Unquoted equity securities

$
116,136


$
116,136Unquoted equity securities


2,602,613



2,602,613$
2,718,749


$
2,718,749





The Company's $116,136 investment held at cost relates to its investment in M2B Game World Pte Ltd. Management reviews this investment on a quarterly basis and has noted no impairment for the nine months ended September 30, 2010 and 2009, respectively.





The Company's $2,602,613 investment at cost operates in Cambodia. This investment is subject to numerous risks, including:





-
difficulty enforcing agreements through the Cambodia's legal system;


-
general economic and political conditions in Cambodia; and


-
the Cambodian government may adopt regulations or take other actions that could directly or indirectly harm the investment's business and growth strategy.





The occurrence of any one of the above risks could harm the investment's business and results of operations. Management reviews this investment on a quarterly basis and has noted no impairment for the nine months ended September 30, 2010 and 2009,respectively.





It was not practicable to estimate the fair value of two of the Company's investments held at cost. The investment held at cost located in Cambodia represents 10 percent of the issued common stock of this untraded company; that investment is carried at its original cost of $2,602,613 for the period ended September 30, 2010 and December 31, 2010, respectively in the consolidated balance sheet. At year-end 2009 the total assets reported by the untraded company were $24,232,528 (2008,$24,592,585), common stockholders' equity was $20,070,792 (2008, $23,047,695),revenues were $6,489,617 (2008, $12,468,674)and net income (loss) was ($2,715,893)(2008,$5,837,675). The investment held at cost located in Singapore represents 17 percent of the issued common stock of this untraded company; the investment is carried at its original cost of $116,136 (2008, $116,636)in the consolidated balance sheet. At year-end 2009 the total assets reported by the untraded company were $995,917, (2008,$1,541,561), common stockholders' equity was $399,202 (2008,($1,016,574)), revenues were $42,670 (2008,$887,834) and net income (loss) was ($617,372) (2008,$59,510).








22




AMARU, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE NINE MONTHS ENDED
 SEPTEMBER 30, 2010 AND 2009





10. COMMITMENTS





Capital Leases





The Company is the lessee of equipment under capital leases expiring in various years through 2013. The assets and liabilities under capital leases are recorded at the lower of the present value of the minimum lease payments or the fair value of the asset. The assets are amortized over the lower of their related lease terms or their estimated productive lives. Depreciation of assets under capital leases is included in depreciation expense for 2010 and 2009. Interest rates on capitalized leases is fixed at 2.85%.





The following summarizes the Company's capital lease obligations at June 30, 2010:





SEPTEMBER 30,


DECEMBER 31,2010


2009Future minimum lease payments

$
55,251


$
57,580Less: amounts representing interest


(8,620
)


(9,577
)Present value of net minimum lease payments


46,631



48,803Less: current portion


(16,102
)


(11,079
)$
30,529


$
36,924





At September 30, 2010, total future minimum lease commitments under such lease are as follows:





For the Year Ended December 31,

Capital2010

$
5,0572011


18,6722012


22,902$
46,631





Operating Leases





The Company leases facilities and equipment under operating leases expiring through 2012. Total rental expense on operating leases for the nine months ended September 30, 2010 and 2009 was $87,291 and $65,504, respectively. As of September 30, 2010, the future minimum lease payments are as follows:





For the Year Ended December 31,

Operating2010

$
27,3512011


109,4062012


68,379$
205,136








23




AMARU, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE NINE MONTHS ENDED
 SEPTEMBER 30, 2010 AND 2009





11.  INCOME TAXES
 
 The Company files separate tax returns for Singapore and the United States of America.
 
 The Company had available approximately $7,631,143 of unused U.S. net operating loss carry-forwards at September 30, 2010, that may be applied against future taxable income. These net operating loss carry-forwards expire for U.S. income tax purposes beginning in 2026. There is no assurance the Company will realize the benefit of the net operating loss carry-forwards, therefore the Company fully reserved the tax asset.
 
 ASC 740 requires a valuation allowance to be recorded when it is more likely than not that some or all of the deferred tax assets will not be realized. As of September 30, 2010 the Company maintained a valuation allowance for the U.S. deferred tax asset due to uncertainties as to the amount of the taxable income from U.S. operations that will be realized.
 
 The Company had available approximately $7,470,000 of unused Singapore tax losses and capital allowance carry-forwards at September 30, 2010, that may be applied against future Singapore taxable income indefinitely provided the company satisfies the shareholdings test for carry-forward of tax losses and capital allowances.




12. RELATED PARTY TRANSACTIONS





Related parties are entities with common direct or indirect shareholders and/or directors. Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial and operating decisions.





Some of the company's transactions and arrangements are with the related party and the effect of these on the basis determined between the party is reflected in these financial statements. The balances are unsecured, interest-free and repayable on demand unless otherwise stated.





During the period, the Group entered into the following transactions with a related party and the associate:





SEPTEMBER 30,


SEPTEMBER 30,2010


2009Related party:Professional fee

$
--


$
1,548





13.  PURCHASE OF CBBN HOLDINGS LIMITED





The Company through its wholly owned subsidiary, Tremax International Limited, entered into a sale and purchase agreement dated July 10, 2007 with Domaine Group Limited which has not yet been consummated. Per the agreement the Company through its wholly owned subsidiary, Tremax International Limited would transfer 5,333,333 shares of the Company valued at $3,733,333 in exchange for Domaine Group Limited transferring its 100% shares in CBBN Holdings Limited, a company incorporated in the British Virgin Islands. The transaction has not been consummated and the agreement had expired and was not extended. The Management of the Company had decided not to proceed with this agreement.





On January 22, 2009, the Company approved the termination and recission of the Agreement where the seller failed to comply with the terms of the Agreement and did not deliver to the Company or Purchaser the consideration for the issuance of the Amaru Shares. The Company further approved the cancallation of the Amaru Shares.








24




AMARU, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE NINE MONTHS ENDED
 SEPTEMBER 30, 2010 AND 2009





14. IMPAIRMENT OF DIGIT GAMES LICENSE





The digit game license has been impaired due to the digit game operations being suspended and all operations stopped by the Cambodia Government. The company, Allsports managing the digit games in the Kingdom of Cambodia had also not released the profit to M2B Commerce, Ltd. from 2007 to present. Management has been recording revenues based on information provided by Allsports's staff throughout the years and have verified and adjusted them to actual as of year end. Due to lack of access as stated above, all revenues for the year ended 2008 will be reversed since the Company's recognition criteria related to the associated revenues were not met.





15.  LOAN AND BORROWINGS





SEPTEMBER 30,


DECEMBER 31,2010


2009CurrentConvertible loan

$
2,500,000


$
2,500,000Less: Future interest charges


--



(67,204
)$
2,500,000


$
2,432,796





Term loans held by the Company at balance sheet date are as follows:





(a)
$2,500,000 represents a two years convertible loan drawn down  by a subsidiary company. It bears interest at a fixed rate of  5.0% per annum. The loan allows the borrower the option to  convert the loan into shares of the subsidiary company at the  issue price of $0.942 per share at the end of the two years  period. The loan commenced in July 2008 and it was due as of  July 7, 2010. Subsequent to June 30, 2010, the conversion  period of the convertible loan was extended for an additional  twelve months commencing July 8, 2010.





16. SUBSEQUENT EVENTS





On October 1, 2010, the Company issued a total of 610,687 shares of common stock through its private placement of shares of common stock at a purchase price of $0.10 per share for a total amount of $61,068.70, to an "accredited investor", as that term is defined in Regulation D of the Securities Act of 1933.





On October 26, 2010, the Company issued a total of 542,640 shares of common stock through its private placement of shares of common stock at a purchase price of $0.10 per share for a total amount of $54,264.00, to an "accredited investor", as that term is defined in Regulation D of the Securities Act of 1933.





On November 9, 2010, the Company issued a total of 351,563 shares of common stock through its private placement of shares of common stock at a purchase price of $0.10 per share for a total amount of $35,156.30, to an "accredited investor", as that term is defined in Regulation D of the Securities Act of 1933.





25








ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS 0F FINANCIAL CONDITION AND RESULTS OF OPERATIONS





PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS





ALL FORWARD-LOOKING STATEMENTS CONTAINED HEREIN ARE DEEMED BY THE COMPANY TO BE COVERED BY AND TO QUALIFY FOR THE SAFE HARBOR PROTECTION PROVIDED BY THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. PROSPECTIVE SHAREHOLDERS SHOULD UNDERSTAND THAT SEVERAL FACTORS GOVERN WHETHER ANY FORWARD - LOOKING STATEMENT CONTAINED HEREIN WILL BE OR CAN BE ACHIEVED. ANY ONE OF THOSE FACTORS COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED HEREIN. THESE FORWARD - LOOKING STATEMENTS INCLUDE PLANS AND OBJECTIVES OF MANAGEMENT FOR FUTURE OPERATIONS, INCLUDING PLANS AND OBJECTIVES RELATING TO THE PRODUCTS AND THE FUTURE ECONOMIC PERFORMANCE OF THE COMPANY. ASSUMPTIONS RELATING TO THE FOREGOING INVOLVE JUDGMENTS WITH RESPECT TO, AMONG OTHER THINGS, FUTURE ECONOMIC, COMPETITIVE AND MARKET CONDITIONS, FUTURE BUSINESS DECISIONS, AND THE TIME AND MONEY REQUIRED TO SUCCESSFULLY COMPLETE DEVELOPMENT PROJECTS, ALL OF WHICH ARE DIFFICULT OR IMPOSSIBLE TO PREDICT ACCURATELY AND MANY OF WHICH ARE BEYOND THE CONTROL OF THE COMPANY. ALTHOUGH THE COMPANY BELIEVES THAT THE ASSUMPTIONS UNDERLYING THE FORWARD - LOOKING STATEMENTS CONTAINED HEREIN ARE REASONABLE, ANY OF THOSE ASSUMPTIONS COULD PROVE INACCURATE AND, THEREFORE, THERE CAN BE NO ASSURANCE THAT THE RESULTS CONTEMPLATED IN ANY OF THE FORWARD - LOOKING STATEMENTS CONTAINED HEREIN WILL BE REALIZED. BASED ON ACTUAL EXPERIENCE AND BUSINESS DEVELOPMENT, THE COMPANY MAY ALTER ITS MARKETING, CAPITAL EXPENDITURE PLANS OR OTHER BUDGETS, WHICH MAY IN TURN AFFECT THE COMPANY'S RESULTS OF OPERATIONS. IN LIGHT OF THE SIGNIFICANT UNCERTAINTIES INHERENT IN THE FORWARD - LOOKING STATEMENTS INCLUDED THEREIN, THE INCLUSION OF ANY SUCH STATEMENT SHOULD NOT BE REGARDED AS A REPRESENTATION BY THE COMPANY OR ANY OTHER PERSON THAT THE OBJECTIVES OR PLANS OF THE COMPANY WILL BE ACHIEVED.





General





The Company is in the business of broadband entertainment-on-demand, streaming via computers, television sets, and 3G (Third Generation) devices and the provision of broadband services. Its business includes channel and program sponsorship (advertising and branding); online subscriptions, channel/portal development (digital programming services); content aggregation and syndication, broadband consulting services, broadband hosting and streaming services and E-commerce.





The Company is also in the business of digit gaming (lottery). The Company has an 18 year license to conduct nation wide lottery in Cambodia. The Company through its subsidiary, M2B Commerce Limited, signed an agreement with Allsports International Ltd, a British Virgin Islands company to operate and conduct digit games in Cambodia and to manage the digit games activities in Cambodia. On March 25, 2009, the Company was notified that the digit game lottery operations have been suspended by the government of Cambodia as part of the suspension of all lotteries in Cambodia.





The Company believes at this time that the suspension of the digit games is permanent, as the Government of Cambodia has closed the gaming business by the order of its Ministry of Economy and Finance. See Note 14.





The following discussion should be read in conjunction with selected financial data and the financial statements and notes to financial statements.








26





OVERVIEW





The business focus of the Company is Entertainment-on-Demand and E-Commerce Channels on Broadband, and 3G (Third Generation) devices.





For the broadband, the Company delivers both wire and wireless solutions, streaming via computers, TV sets, PDAs and 3G hand phones. At the same time the Company launches e-commerce channels (portals) that provide on-line shopping but with a difference, merging two leisure activities of shopping and entertainment. The entertainment channels are designed to drive and promote the shopping portals, and vice versa.





The Company's business model in the area of broadband entertainment includes focuses on e-services, which would provide the Company with multiple streams of revenue. Such revenues would be derived from advertising and branding (channel and program sponsorship); on-line subscriptions; online games micro-payments; channel/portal development (digital programming services); content aggregation and syndication; broadband consulting services; on-line shopping turnkey solutions; broadband hosting and streaming services; E-commerce commissions and on-line dealerships; and digit game operations.





In fiscal 2008, the business was reorganized under the following entities to spearhead the expansion of the Company's business and focus on specific growth areas and territories.





M2B WORLD PTE. LTD.





M2B World Pte. Ltd. was incorporated on April 3, 2003. This subsidiary used to oversee the management and operation of the Company as a whole and oversees the Asian business. With effect from September 1, 2006, the Company's Asian business was overseen by another subsidiary, M2B World Asia Pacific Pte. Ltd.





The Company took an investment on May 16, 2005 for a 9.1% equity position with a company called Activ Lifestyle Pte Ltd in Singapore to help facilitate Amaru Inc.'s diversification into the health and wellness market.On September 27, 2005, the Company raised its investment in Activ Lifestyle Pte Ltd to 12.6%. This was further increased to 17.4% as of December 31, 2006.





In December 2005, M2B World Pte. Ltd. sold 81% equity interests of its wholly-owned subsidiary, M2B Game World Pte. Ltd. to Auston International Group Ltd (Auston), a public listed company in Singapore, in exchange for 27% equity interest in Auston. As of December 31, 2008, the Company disposed all of its common shares in Auston. As of the date of this report, the Company holds no shares in Auston.





M2B WORLD, INC.





M2B World, Inc., a California corporation, was incorporated on January 24, 2005. This subsidiary handles and oversees the Company's business in the U.S. The Company has leased a new office on Sunset Boulevard, West Hollywood that came into effect in August 2006, which offices are currently being subleased (see below). In October 2007, M2B World Inc reduced its staffing and in November 2007 sub-leased its premise as part of the Company's cost reduction measures.





On May 27, 2005, M2B World, Inc. entered into an agreement with Indie Vision Films, Inc., a California corporation, to purchase 20% of the beneficial ownership of Indie Vision Films, Inc. The investment will allow M2B World, Inc.to access the library of programs of Indie Vision Films, Inc. The Company entered into an agreement on December 22, 2009 with Indie Vision Films, Inc to convert its investment into content rights, thereby giving up its 20% share of beneficial ownership in lieu of library rights that the Company could exploit commercially for international use.





On November 1, 2007, the Company sub-leased the office premises of M2B World Inc, a wholly owned subsidiary of the Company in Los Angeles, California as part of its efforts to streamline its operations and reduce operating costs. The staffing of M2B World Inc was also reduced from 9 staff to 1 staff as of October 31, 2007, and remains as 1 staff as of the date of this report. The company has transferred its server farm to the Singapore server farm to, optimize bandwidth and support cost.








27








M2B WORLD ASIA PACIFIC PTE. LTD.





M2B World Asia Pacific Pte Ltd was incorporated in the Republic of Singapore on 1 August 2006 for the purposes of handling all the business operations of the Company in the Asia Pacific region. This company had taken over the Asian business operations as well as the assets and liabilities of M2B World Pte. Ltd. with effect from September 1, 2006.





On January 3, 2007, M2B World Asia Pacific Pte Ltd, issued 7,778,014 shares of common stock through a private placement at a price of $0.77 a share for a total amount of $6,000,000. This had effectively reduced the Company's effective equity interest in M2B World Asia Pacific Pte. Ltd from 100% to 81.6%.





On July 8, 2008, M2B World Asia Pacific Pte Ltd signed a two year convertible loan agreement with a third party to raise $2,500,000 in funding. The loan allows the borrower to convert the loan into shares of the Company at the issue price of $0.942 per share at the end of the two years period. The loan bears an interest rate of 5.0% per annum, and it was due as of July 7, 2010. The note was obtained from a company in which a board of director is the Joint Company Secretary of the lender. Subsequent to June 30, 2010, the conversion period of the convertible loan was extended for an additional twelve months commencing July 8, 2010.





M2B COMMERCE LIMITED





M2B Commerce Limited, a company incorporated in the British Virgin Islands on July 25, 2002, focuses on e-commerce and digit gaming, with a branch in Cambodia that oversees the digit gaming operation in Cambodia.





The Company has an agreement with Allsports Limited, a British Virgin Islands company to operate, administer, and manage the lottery digit game activities in Cambodia, as an extension of the Company's entertainment operations. On March 25, 2009, the Company was notified that the digit game were suspended by the Cambodia Government as part of the suspension of all lotteries in Cambodia. At this time, the Company believes that the suspension of the digit game is permanent as the Government of Cambodia has closed the gaming business by the order of its Ministry of Economy and Finance.





The company had entered into an investment agreement on January 12, 2006, with Khoo Kim Leng, the beneficial owner of Dai Long Co., Ltd, which holds a valid casino license and freehold land and intends to develop and operate an integrated resort in the Kingdom of Cambodia. The resort will feature a hotel, guest house, shopping arcade, entertainment and amusement center and some gaming tables. As of December 31, 2006, the company had invested $2,402,613 in relation to this investment. The resort was completed and is in operation subsequent to the balance sheet date.





M2B ENTERTAINMENT, INC.





On April 19, 2010, M2B Entertainment, Inc. was dissolved because the Company did not want to continue operations in Canada.





M2B AUSTRALIA PTY LTD





M2B Australia Pty Ltd was incorporated on June 15, 2005. This subsidiary handles and oversees the Company's business in Australia. As of June 30, 2008 this subsidiary is dormant.











28




M2B WORLD TRAVEL SINGAPORE PTE. LTD.
 
 M2B World Travel Singapore Pte Ltd was incorporated in the Republic of Singapore on March 7, 2006. This subsidiary of M2B World Travel Limited launches a global online travel platform which offers global e-travel services.
 
 The Company has completed the development of an online travel engine and travel web applications for integration with suppliers of travel information and travel services; and incorporating travel features with current media operations under the M2B brand name.
  M2B World Travel Limited signed a global agreement with Amadeus Global Travel Distribution, SA, a Spanish corporation. Through the agreement, the company will be able to offer direct access to the extensive range of travel options available through the Amadeus network to viewers around the world.





AMARU HOLDINGS LIMITED AND M2B WORLD HOLDINGS LIMITED





Amaru Holdings Limited and M2B World Holdings Limited are incorporated in the British Virgin Islands on February 21, 2005 and June 15, 2006, respectively. Amaru Holdings Limited focuses on content syndication and distribution in areas other than Asia Pacific region. M2B World Holdings Limited focuses on content syndication and distribution in Asia Pacific region and is a subsidiary of M2B World Asia Pacific Pte. Ltd.





TREMAX INTERNATIONAL LIMITED AND M2B WORLD TRAVEL LIMITED





Tremax International Limited and M2B World Travel Limited are both incorporated in the British Virgin Islands on June 8, 2006 and May 3, 2005 respectively. Both companies are investment holdings companies.





On July 10, 2007, Tremax International Limited entered into a sale and purchase agreement (the "Agreement") with Domaine Group Limited, a British Virgin Islands corporation (the "Vendor"), for the acquisition of CBBN Holdings Limited ("CBBN Holdings"). CBBN Holdings is a 80% beneficial owner of Cosmactive Broadband Networks Co. Ltd ("CBN"), which is a broadband service provider incorporated in Taiwan. The purchase consideration is satisfied in full by the issuance of 5,333,333 of common stock of the Company.





On January 22, 2009, the Company approved the termination and rescission of the Agreement, because the seller failed to comply with the terms of the Agreement and did not deliver to the Company or Purchaser the consideration for the issuance of the Amaru Shares. The Company further approved the cancellation of the Amaru Shares.








29


RESULTS OF OPERATIONS





REVENUE





Financial Statement





-
Revenue for the nine months ended September 30, 2010 was $45,737 compared with $39,900 for the same period in 2009. Revenue for the three months ended September 30, 2010 and 2009 was $1,396 and $9,080 respectively.





-
The Company's cash balance was $231,461 at September 30, 2010 compared with   $356,477 at December 31, 2009.





Revenue





Revenue from entertainment for the nine months ended September 30, 2010 at $45,737 was higher than revenue of $39,900 for the nine months ended September 30, 2009 by $5,837 (15%). It was decreased by $7,684 (85%) from $9,080 for the three months ended September 30, 2009 to $1,396 for the three months ended June 30, 2010.





It was mainly due to the increase in advertising revenue from new customers for the nine months ended September 30, 2010, but no new customers were obtained for three months ended September 30, 2010.





Cost of Services





Cost of services for the nine months ended September 30, 2010 was $202,300 which increased by $31,722 (19%) from $170,578 for the nine months ended September 30, 2009. It was mainly due to increase in cost spending on bandwidth charges by $13,769 (30%) from $46,435 for the nine months ended September 30, 2009 to $60,204 for the nine months ended September 30, 2009.





Cost of services for the three months ended September 30, 2010 was $58,961 which decreased by $474 (1%) from $59,435 for the three months ended June 30,2009. The decrease was mainly due as a result of costs reduction measures to reduce operating cost.





DISTRIBUTION EXPENSES





Distribution expenses for the nine months ended September 30, 2010 at $31,402 were lower by $183,111 (85%) as compared to the amount of $214,513 incurred for the nine months ended September 30, 2009. It was decreased by $107,057 (91%) from $117,391 for three months ended September 30, 2009 to $10,334 for three months ended September 30, 2010.





The lower distribution expenses were attributed to decreased spending on marketing and promoting the WOWtv and M2Btv services which decreased by $141,014 (97%) from $145,809 for the nine months ended September 30, 2009 to $4,795 for the nine months ended September 30, 2010, and decreased by $80,069 (98%) from $81,988 for the three months ended September 30, 2009 to $1,919 for the three months ended September 30, 2010.





GENERAL AND ADMINISTRATIVE EXPENSES





Administration expenses for the nine months ended September 30, 2010 at $980,951 were lowered by $697,683 (42%) as compared to the amount of $1,678,634 incurred for the nine months ended September 30, 2009.





It was decreased by $245,536 (48%) from $506,987 for the three months ended September 30, 2009 to $261,451 for the three months ended September 30, 2010.





The decrease in administrative expenses for the period ended September 30, 2010 was attributed mainly to the decrease in:




·
Depreciation and amortization. Equipment depreciation and license amortization had decreased by $648,609 (66%), from $958,972 for the nine months ended September 30, 2009 to $310,363 for the period ended September 30, 2010 and decreased by $273,799 (77%) from $356,596 for three months ended September 30, 2009 to $82,997 for the three months ended June 30,  2010.
 
 The decrease was mainly due to most of the intangible assets and  equipment being fully amortized and allowed for during the year ended  December 31, 2009.
 
 ·
Legal and professional fees. Fees had decreased by $33,573 (19%), from $175,747 for the nine months ended September 30, 2009 to $142,174 for the nine months ended September 30, 2010, decreased by $3,073 (8%) from $39,532 for the three months ended September 30, 2009 to $36,459 for the three months ended September 30, 2010.
 
 The decrease was mainly due as a result of costs reduction measures to reduce operating costs.


30








(LOSS) INCOME FROM OPERATIONS





The Company incurred a loss from operations of $1,168,916 for the nine months ended June 30, 2010 as compared to the loss from operations of $11,659,744 for the nine months ended September 30, 2009, and loss of $329,360 for the three months ended September 30, 2010 as compared to loss from operations of $10,310,652 for the three months ended September 30, 2009 due mainly as a result of cost reduction measures to reduce operating costs and the write off of the outstanding balance $9,500,000 receivables from sale of IPTV platform for the nine months and three ended September 30, 2009.





NET LOSS





Net loss for the nine months ended September 30, 2010, was $745,291 which decreased by $10,753,266 (94%) from net loss of $11,498,557 for the nine months ended September 30, 2009. It was decreased by $10,257,401 (99%) from net loss of $10,369,824 for the three months ended September 30, 2009 to $112,423 for the three months ended September 30, 2010.





The decrease was mainly due as a result of costs reduction measures to reduce operating cost and the write off of the outstanding balance $9,500,000 receivables from sale of IPTV platform for the nine months and three ended September 30, 2009.





LIQUIDITY AND CAPITAL RESOURCES





The Company had cash at $231,461 at September 30, 2010 as compared to cash of $356,477 at December 31, 2009.





The Company does not finance its operations through short-term bank credit nor long-term bank loans as it believes that cash generated from its operations will be able to cover its daily running cost and overheads.





During the nine months ended September 30, 2010, the Company had not entered into any transactions using derivative financial instruments or derivative commodity instruments. Accordingly the Company believes its exposure to market interest rate risk is not material.





In summary of the sources and use of cash, the Company had raised $893,716 through equity financing for the nine months period ended September 30, in 2010. The cash generated from financing activities totaling $994,964 for the nine months period ended September 30, in 2010 was used to cover the Company's operations.





The Company's intention in fiscal year 2010 is to raise additional funds through new equity placements with investors to fund its business, and the intended growth plans. To date, the Company has raised $1,044,204 in new funding for 2010, and is expected to raise more new funding during the year. This new funding coupled with its cash as at December 31, 2009 should be able to cover operating expenses for the fiscal year 2010, and the Company is confident of raising additional funding for the next fiscal year.





The Company has plans in 2010 to do the following:





·
content aggregation with partner channels to strengthen content base and marketability.





·
developing Internet TV with specialist channels, with potential   subscription model.





·
step of marketing of contents to regional telcos companies in China,  Malaysia, Indonesia, Thailand and India.





The Company has entered into agreements with partners in China, Malaysia and Singapore, for the rollout of Internet TV with specialist channels in these territories.  The Company has plans to sign new agreements in the later part of 2010 for advertising, subscription and content syndication revenues. When implemented in 2011, these agreements are expected to generate revenues for its broadband business. No assurance cn be made that such plans will be carried out in a timely manner.





We expect that the broadband business segment would be able to generate sufficient cash to cover its operations by Year 2011. Cash generated from operations meanwhile will not be able to cover the Company's intended growth and expansion. The Company intends to raise additional funds to meet the needs of its business expansion until its revenue generation is self sufficient to fund the business. However no assurances can be made that the Company will raise sufficient funds as planned.








31


ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





The primary objective of our investment activities is to preserve principal while concurrently maximizing the income we receive from our investments without significantly increasing risk. Some of the securities that we may invest in may be subject to market risk. This means that a change in prevailing interest rates may cause the principal amount of the investment to fluctuate. For example, if we hold a security that was issued with a fixed interest rate at the then-prevailing rate and the prevailing interest rate later rises, the current value of the principal amount of our investment will decline. To minimize this risk in the future, we intend to maintain our portfolio of cash equivalents and short-term investments in a variety of securities, including commercial paper, money market funds, high-grade corporate bonds, government and non- government debt securities and certificates of deposit. In general, money market funds are not subject to market risk because the interest paid on such funds fluctuates with the prevailing interest rate. The Company held $808,585 and $326,980 in marketable securities as of September 30, 2010 and December 31, 2009 respectively.





The Company does not believe that it faces material market risk with respect to its cash and cash equivalents which totaled $231,461 and $356,477 at September 30, 2010 and December 31, 2009, respectively.





The Company has no long-term obligations or hedging activities.





ABILITY TO EXPAND CUSTOMER BASE





The Company's future operating results depend on our ability to expand our customer base for broadband services and e-commerce portals. An increase in total revenue depends on our ability to increase the number of broadband and e-commerce portals, in the US, Europe and Asia. The degree of success of this depends on





·
our efforts to establish independent broadband sites in countries where   conditions are suitable.





·
our ability to expand our offerings of content in entertainment and   education, to include more niche channels and offerings.





·
our ability to provide content beyond just personal computers but to   encompass television, wireless application devices and 3G hand phones.





ABILITY TO ACQUIRE NEW MEDIA CONTENTS





The continued ability of the Company to acquire rights to new media contents, at competitive rates, is crucial to grow and sustain the Company's business.





AVAILABILITY OF TECHNOLOGICALLY RELIABLE NEW GENERATION OF BROADBAND DEVICES





The growth of demand for broadband services is dependent on the wide availability of technologically reliable new generation of broadband devices, at affordable prices to prospective customers of broadband services. The early and widespread availability and market adoption of new generation broadband devices, will significantly impact demand for broadband services and the growth of the Company's business.





32








CAPITAL INVESTMENT IN BROADBAND INFRASTRUCTURE BY GOVERNMENT AND TELCOS





The growth of demand for broadband services is dependent on the capital investment in broadband infrastructure by governments and Telcos. A significant source of demand for the Company's broadband services could be from homes and enterprises with access to high-speed broadband connections. The ability of countries to invest in public broadband infrastructure to offer public accessibility is subject to countries' economic health. The Company's prospects for business growth in Asia especially would be impacted by overall economic conditions in the territories that we seek to expand into.





COMPETITION FROM BROADBAND CABLE AND TV NETWORKS OPERATORS





The competition of services provided by broadband cable network operators and TV networks. As traditional TV networks and cable TV operators provide alternate supply of entertainment and on-demand broadband services, they are in competition with the Company, for market share. The Company, nevertheless, will continue to leverage on its advantage of ownership rights to its own portfolio of media content and its ability to provide broadband services over both the cable and wireless networks, at competitive rates.





The Company's business is reliant on complex information technology systems and networks. Any significant system or network disruption could have a material adverse impact on our operations and operating results. The Company's nature of business is highly dependent on the efficient and uninterrupted operation of complex information technology systems networks, may they, either be that of ours, or our Telco/ ISP partners.





All information technology systems are potentially vulnerable to damage or interruption from a variety of sources, including but not limited to computer viruses, security breach, energy blackouts, natural disasters and terrorism, war and telecommunication failures.





System or network disruptions may arise if new systems or upgrades are defective or are not installed properly. The Company has implemented various measures to manage our risks related to system and network disruptions, but a system failure or security breach could negatively impact our operations and financial results.





LAW AND REGULATIONS GOVERNING INTERNET





Increased regulation of the Internet or differing application of existing laws might slow the growth of the use of the Internet and online services, which could decrease demand for our services. The added complexity of the law may lead to higher compliance costs resulting in higher costs of doing business.





UNAUTHORIZED USE OF PROPRIETARY RIGHTS





Our copyrights, patents, trademarks, including our rights to certain domain names are very important to M2B's brand and success. While we make every effort to protect and stop unauthorized use of our proprietary rights, it may still be possible for third parties to obtain and use the intellectual property without authorization. The validity, enforceability and scope of protection of intellectual property in Internet-related industries remain uncertain and still evolving. Litigation may be necessary in future to enforce these intellectual property rights. This will result in substantial costs and diversion of the Company's resources and could disrupt its business, as well as have a material adverse effect on its business.




33


LAW AND REGULATIONS GOVERNING BUSINESS





As the Company continues to expand its business internationally across different geographical locations there are risks inherent including:





1) Trade barriers and changes in trade regulations


2) Local labor laws and regulations


3) Currency exchange rate fluctuations


4) Political, social or economic unrest


5) Potential adverse tax regulation


6) Changes in governmental regulations





OUTBREAK OF N1H1 VIRUS FLU PANDEMIC OR SIMILAR PUBLIC HEALTH DEVELOPMENTS





Any future outbreak of the N1H1 flu pandemic or similar adverse public health developments may have a material adverse effect on the Company's business operations, financial condition and results of operations.





ITEM 4: CONTROLS AND PROCEDURES





EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES





A system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)) under the Securities Exchange Act of 1934, as amended [the "Exchange Act"]) are controls and other procedures that are designed to provide reasonable assurance that the information that the Company is required to disclose in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company's management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives, and management necessarily is required to use its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In addition, the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Moreover, over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a control system, misstatements due to error or fraud may occur and not be detected.





Notwithstanding the issues described below, the current management has concluded that the consolidated financial statements for the periods covered by and included in the Quarterly Report on Form 10-Q for the period ended September 30, 2010 are fairly stated in all material respects in accordance with generally accepted accounting principles in the United States for each of the periods presented herein.








34





MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING





The Company's management is responsible for establishing and maintaining adequate internal control over the Company's financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with United States of America generally accepted accounting principles. A Company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company and (iii) provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on our consolidated financial statements.





In connection with the preparation of this Quarterly Report on Form 10Q, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of internal control over financial reporting based on criteria established in the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"), as supplemented by the COSO publication Internal Control over Financial Reporting - Guidance for Smaller Public Companies. Based on such evaluation, our chief executive officer and our chief financial officer have concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Age is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.  Management is aware that there is a lack of segregation of duties at the Company due to the fact that there are only four people dealing with financial and accounting matters. However, at this time, management has decided that considering the experience and abilities of the employees involved and the low quantity of transactions processed, the risks associated with such lack of segregation are low and the potential benefits of adding employees to clearly segregate duties do not justify the substantial expenses associated with such increases. Management will periodically reevaluate this situation.





Notwithstanding the above regarding the lack of segregation of duties, management, including our Chief Executive Officer and Chief Financial Officer, believes that the consolidated financial statements included in this annual report present fairly, in all material respects, our financial condition, results of operations and cash flows for the periods presented. This annual report does not include an attestation report of our registered independent auditors regarding internal control over financial reporting. Management's report was not subject to attestation by our registered independent auditors pursuant to temporary rules of the SEC that permit us to provide only management's report in this annual report.





There were no changes in Internal Control Over Financial Reporting during the quarter ended September 30, 2010, there were no changes in our internal controls that have materially affected or are reasonably likely to have materially affected our internal control over financial reporting. Our management, including the Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected.








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Our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively) has concluded, based on their evaluation as of September 30, 2010, that the design and operation of our "disclosure controls and procedures" (as defined in Rule 13a-15(e) and 15d-15(e)) under the Securities Exchange Act of 1934, as amended ("Exchange Act")) are effective to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated, recorded, processed, summarized and reported to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding whether or not disclosure is required.





CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING





There have been no changes in the Company's internal control over financial reporting during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.





PART II: OTHER INFORMATION





ITEM 1: LEGAL PROCEEDINGS





On September 15, 2008, M2B Commerce Limited filed a lawsuit in the Kingdom of Cambodia for breach of the Performance and Maintenance Agreement dated May 20, 2005 between M2B Commerce Limited and Allsports International Ltd, by Allsports International Ltd seeking damages in the total amount of $794,189 and calling for the termination of the Performance and Maintenance Agreement.





On December 4, 2008, M2B Commerce Limited filed two further lawsuits in the Kingdom of Cambodia against the owners of Allsports International Ltd, in support of its earlier suit of September 15, 2008 against Allsports International Ltd for breach of the Performance and Maintenance Agreement dated May 20, 2005. One lawsuit was against the four principal officers of Allsports International Ltd for breach of trust of the total amount of $794,189 owing to M2B Commerce Limited. The other lawsuit was to get Allsports International Ltd to transfer the shares of the Lottery Company to M2B Commerce Limited, in lieu of the earlier lawsuit of September 15, 2008 which called for the termination of the Performance and Maintenance Agreement.





With the suspension of all digit gaming operations by the Cambodia Government in March 2009, and which the suspension is expected to be permanent, no progress has been made by the Cambodian Courts with respect to the three lawsuits filed on September 15, 2008 and December 4, 2008 in the Kingdom of Cambodia. The Company believes that the Cambodian Courts are not likely to pursue these legal cases with the parties concerned in the light of the digit games suspension in Cambodia.





On November 7, 2008, M2B World Asia Pacific Pte. Ltd was served a summons in Singapore by M2B Game World Pte. Ltd, a company owned 81% by Auston International Group Limited and 19% by M2B World Pte. Ltd, claiming a sum of US$153,744 (S$235,229) in unpaid invoices in 2006. Following this, M2B World Asia Pacific Pte. Ltd filed a counter claim to strike off this summons on the basis that the invoices were non-existent and that M2B World Asia Pacific Pte. Ltd was not yet incorporated as a company as of the date of the invoices produced by M2B Game World Pte. Ltd. The matter has not progressed since M2B Game World Pte Ltd change of Solicitors on 21st October 2009.





On February 23, 2009, M2B World Pte Ltd was served a summons in Singapore by Auston International Group Limited, claiming a sum of US$496,765 (S$760,050) to be paid as shortfall in Guaranteed Profit to M2B Game World Pte. Ltd for financial years 2006 and 2007, as part of the agreement for the acquisition of M2B Game World in December 20, 2005 between M2B World Pte Ltd and Auston International Group Limited. On March 20, 2009 in response to this summons, M2B World Pte. Ltd filed a counter-claim against Auston International Group Limited to claim damages amounting to US$1,568,172 and other damages as a result of material breaches on the part of Auston International Group Limited to the agreement of December 20, 2005 for the acquisition of M2B Game World Pte Ltd.





On May 12, 2010, the Plaintiffs (Auston) have been granted leave to amend their Statement of Claim and M2B World has had its application for discovery of the 2006 and 2007 audited accounts of Auston granted.








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ITEM 1A: RISK FACTORS





An investment in the Company's common stock involves a high degree of risk. One should carefully consider the following risk factors in evaluating an investment in the Company's common stock. If any of the following risks actually occurs, the Company's business, financial condition, results of operations or cash flow could be materially and adversely affected. In such case, the trading price of the Company's common stock could decline, and one could lose all or part of one's investment. One should also refer to the other information set forth in this report, including the Company's consolidated financial statements and the related notes.





THE COMPANY CONTINUES TO USE SIGNIFICANT AMOUNTS OF CASH FOR ITS BUSINESS OPERATIONS, WHICH COULD RESULT IN US HAVING INSUFFICIENT CASH TO FUND THE COMPANY'S OPERATIONS AND EXPENSES UNDER OUR CURRENT BUSINESS PLAN. THE COMPANY IS ALSO HOLDING A CONSIDERABLE AMOUNT OF QUOTED EQUITY SECURITIES THAT IS AVAILABLE-FOR-SALE OR HELD FOR TRADING.





The Company's liquidity and capital resources remain limited. There can be no assurance that the Company's liquidity or capital resource position would allow us to continue to pursue its current business strategy. The Company's quoted equity securities held as assets are dependent on the market value. Any fluctuations or downturn in the securities market could adversely affect the value of these equity securities held. As a result, without achieving growth in its business along the lines it has projected, it would have to alter its business plan or further augment its cash flow position through cost reduction measures, sales of assets, additional financings or a combination of these actions. One or more of these actions would likely substantially diminish the value of its common stock.





THE MARKET MAY NOT BROADLY ACCEPT THE COMPANY'S BROADBAND WEBSITES AND SERVICES, WHICH WOULD PREVENT THE COMPANY FROM OPERATING PROFITABLY.





The Company must be able to achieve broad market acceptance for its Broadband websites and services, at a price that provides an acceptable rate of return relative to the Company-wide costs in order to operate profitably. There is no assurance that the market will develop sufficiently to enable the Company to operate its Broadband business profitably. Furthermore, there is no assurance that any of the Company's services will become generally accepted, nor is there any assurance that enough paying users and advertisers will ultimately be obtained to enable us to operate these business profitably.





BROADBAND USERS MAY FAIL TO ADOPT THE COMPANY'S BROADBAND SERVICES.





The Company's Broadband services are targeted to the growing market of Broadband users worldwide to deliver content and E-commerce in an efficient, economical manner over the Broadband networks. The challenge is to make the Company's business attractive to consumers, and ultimately, profitable. To do so has required, and will require, the Company to invest significant amounts of cash and other resources. There is no assurance that enough paying users and advertisers will ultimately be obtained to enable the Company to operate the business profitably.





FAILURE TO SIGNIFICANTLY INCREASE THE COMPANY'S USERS AND ADVERTISERS MAY RESULT IN FAILURE TO ACHIEVE CRITICAL MASS AND REVENUE TO BUILD A SUCCESSFUL BUSINESS.





The Company incurs significant up-front costs in connection with the acquisition of content, and bandwidth and network charges. The plan is to obtain recurring revenues in the form of subscription and advertising fees to use the Broadband services, either paid by the users or advertisers.





There is no assurance as to whether the Company will be able to maintain, or whether and how quickly the Company will be able to increase its user base, or whether the Company will be able to generate recurring subscription and advertising fees to such a level that would enable this line of business to continue to operate profitably. If the Company is not successful in these endeavors, the Company could be required to revise its business model, exit or reduce the scale of the business, or raise additional capital.








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COMPETITION IN THE BROADBAND BUSINESS IS EXPECTED TO INCREASE, WHICH COULD CAUSE THE BUSINESS TO FAIL.





The Company's Broadband services are targeted to the end user market. As the Broadband penetration rates increase globally, an increasing number of well-funded competitors have entered the market. Companies that compete with the Company's business include telecommunications, cable, content management and network delivery companies.





The Company may face increased competition as these competitors partner with others or develop new Broadband websites and service offerings to expand the functionality that they can offer to their customers. These competitors may, over time, develop new technologies and acquire content that are perceived as being more secure, effective or cost efficient than the Company. These competitors could successfully garner a significant share of the market, to the exclusion of the Company. Furthermore, increased competition could result in pricing pressures, reduced margins, or the failure of the business to achieve or maintain market acceptance, any one of which could harm the business.





THE INABILITY TO SUCCESSFULLY EXECUTE TIMELY DEVELOPMENT AND INTRODUCTION OF NEW AND RELATED SERVICES AND TO IMPLEMENT TECHNOLOGICAL CHANGES COULD HARM THE BUSINESS.





The evolving nature of the Broadband business requires the Company to continually develop and introduce new and related services and to improve the performance, features, and reliability of the existing services, particularly in response to competitive offerings.





The Company has under development new features and services for its businesses. The Company may also introduce new services. The success of new or enhanced features and services depends on several factors - primarily market acceptance. The Company may not succeed in developing and marketing new or enhanced features and services that respond to competitive and technological developments and changing customer needs. This could harm the business.





CAPACITY LIMITS ON THE COMPANY'S TECHNOLOGY AND NETWORK HARDWARE AND SOFTWARE MAY BE DIFFICULT TO PROJECT, AND THE COMPANY MAY NOT BE ABLE TO EXPAND AND/OR UPGRADE ITS SYSTEMS TO MEET INCREASED USE, WHICH WOULD RESULT IN REDUCED REVENUES.





While the Company has ample through-put capacity to handle its customers' requirements for the medium term, at some point it may be required to materially expand and/or upgrade its technology and network hardware and software. The Company may not be able to accurately project the rate of increase in usage of its network. In addition, it may not be able to expand and/or upgrade its systems and network hardware and software capabilities in a timely manner to accommodate increased traffic on its network. If the Company does not appropriately expand and/or upgrade our systems and network hardware and software in a timely fashion, it may lose customers and revenues.





INTERRUPTIONS TO THE DATA CENTERS AND BROADBAND NETWORKS COULD DISRUPT BUSINESS, AND NEGATIVELY IMPACT CUSTOMER DEMAND FOR THE COMPANY.





The Company's business depends on the uninterrupted operation at the data centers and the broadband networks run by the various service providers. The data centers may suffer for loss, damage, or interruption caused by fire, power loss, telecommunications failure, or other events beyond the Company. Any damage or failure that causes interruptions in the Company's operations could materially harm business, financial conditions, and results of operations.





In addition, the Company's services depend on the efficient operation of the Internet connections between customers and the data centers. The Company depends on Internet service providers efficiently operating these connections. These providers have experienced periodic operational problems or outages in the past. Any of these problems or outages could adversely affect customer satisfaction and customers could be reluctant to use our Internet related services.









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THE COMPANY MAY NOT BE ABLE TO ACQUIRE NEW CONTENT, OR MAY HAVE TO DEFEND ITS RIGHTS IN INTELLECTUAL PROPERTY OF THE CONTENT THAT IS USED FOR ITS SERVICES WHICH COULD BE DISRUPTIVE AND EXPENSIVE TO ITS BUSINESS.





The Company may not be able to acquire new content, or may have to defend its intellectual property rights or defend against claims that it is infringing the rights of others, where its content rights are concerned. Intellectual property litigation and controversies are disruptive and expensive. Infringement claims could require us to develop non-infringing services or enter onto royalty or licensing arrangements. Royalty or licensing arrangements, if required, may not be obtainable on terms acceptable to the Company. The business could be significantly harmed if the Company is not able to develop or license new content. Furthermore, it is possible that others may license substantially equivalent content, thus enabling them to effectively compete against us.





THE COMPANY DEPENDS ON KEY PERSONNEL.





The Company depends on the performance of its senior management team. Its success depends on its ability to attract, retain, and motivate these individuals. There are no binding agreements with any of its employees that prevent them from leaving the Company at any time. There is competition for these people. The loss of the services of any of the key employees or failure to attract, retain, and motivate key employees could harm the business.





THE COMPANY RELIES ON THIRD PARTIES.





If critical services and products that the Company sources from third parties, such as content and network services were to no longer be made available to the Company or at a considerably higher price than it currently pays for them, and suitable alternatives could not be found, the business could be harmed.





THE COMPANY COULD BE AFFECTED BY GOVERNMENT REGULATION.





The list of countries to which our solutions and services could not be exported could be revised in the future. Furthermore, some countries may in future impose restrictions on streaming of broadband contents and related services. Failure to obtain the required governmental approvals would preclude the sale or use of services in international markets and therefore, harm the Company's ability to grow sales through expansion into international markets. While regulations in almost all countries in which our business currently operates generally permit the broadband services, such regulations in future may not be as favorable and may impede our ability to develop business.





THE COMPANY COULD BE AFFECTED BY PIRACY IN ASIA.





The Company is in the process of expanding its services globally, and in particular is entering specific countries in Asia with customized country sites. These country sites are designated to suit viewership patterns and styles in the countries they are launched in, and make use of the Company's content and intellectual property rights to the content. The piracy of content is a significant problem in many Asian countries, and it is not uncommon to see movies and television dramas appearing on illegal internet sites, and sold as pirated DVDs and VCDs. The extent of this piracy of content in the specific countries that the Company is launching its sites will adversely affect to a certain degree the amount of advertising and subscription revenues that the Company intends to earn.





THE COMPANY COULD BE AFFECTED BY ECONOMIC DOWNTURNS





The global economy underwent a massive downturn in 2009, which commenced in the second half of 2008. Many countries were faced with negative growth rates Where the media industry was concerned, major corporations reduced their advertising expenditures or even to cut back substantially all advertising and promotional expenditures towards the later half of 2008. The Company is heavily reliant on advertising and syndication revenues. Any future downturns in any one country that the Company operates its WOWtv service would significantly affect the Company's revenues.








39





OUR COMMON STOCK IS CONSIDERED A "PENNY STOCK". THE APPLICATION OF THE "PENNY STOCK" RULES TO OUR COMMON STOCK COULD LIMIT THE TRADING AND LIQUIDITY OF THE COMMON STOCK, ADVERSELY AFFECT THE MARKET PRICE OF OUR COMMON STOCK AND INCREASE THE TRANSACTION COSTS TO SELL THOSE SHARES.





Our common stock is a "low-priced" security or "penny stock" under rules promulgated under the Securities Exchange Act of 1934, as amended. In accordance with these rules, broker-dealers participating in transactions in low-priced securities must first deliver a risk disclosure document which describes the risks associated with such stocks, the broker-dealer's duties in selling the stock, the customer's rights and remedies and certain market and other information. Furthermore, the broker-dealer must make a suitability determination approving the customer for low-priced stock transactions based on the customer's financial situation, investment experience and objectives. Broker-dealers must also disclose these restrictions in writing to the customer, obtain specific written consent from the customer, and provide monthly account statements to the customer. The effect of these restrictions will likely decrease the willingness of broker-dealers to make a market in our common stock, will decrease liquidity of our common stock and will increase transaction costs for sales and purchases of our common stock as compared to other securities.





THE STOCK MARKET IN GENERAL HAS EXPERIENCED VOLATILITY THAT OFTEN HAS BEEN UNRELATED TO THE OPERATING PERFORMANCE OF LISTED COMPANIES. THESE BROAD FLUCTUATIONS MAY BE THE RESULT OF UNSCRUPULOUS PRACTICES THAT MAY ADVERSELY AFFECT THE PRICE OF OUR STOCK, REGARDLESS OF OUR OPERATING PERFORMANCE.





Shareholders should be aware that, according to SEC Release No. 34-29093 dated April 17, 1991, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. The occurrence of these patterns or practices could increase the volatility of our share price.





WE DO NOT EXPECT TO PAY DIVIDENDS FOR THE FORESEEABLE FUTURE, AND WE MAY NEVER PAY DIVIDENDS. INVESTORS SEEKING CASH DIVIDENDS SHOULD NOT PURCHASE OUR COMMON STOCK.





We currently intend to retain any future earnings to support the development of our business and do not anticipate paying cash dividends in the foreseeable future. Our payment of any future dividends will be at the discretion of our Board of Directors after taking into account various factors, including but not limited to our financial condition, operating results, cash needs, growth plans and the terms of any credit agreements that we may be a party to at the time. In addition, our ability to pay dividends on our common stock may be limited by Nevada state law. Accordingly, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize a return on their investment. Investors seeking cash dividends should not purchase our common stock.





FUTURE SALES OF OUR COMMON STOCK COULD PUT DOWNWARD SELLING PRESSURE ON OUR COMMON STOCK, AND ADVERSELY AFFECT THE PER SHARE PRICE. THERE IS A RISK THAT THIS DOWNWARD PRESSURE MAY MAKE IT IMPOSSIBLE FOR AN INVESTOR TO SELL SHARE OF COMMON STOCK AT ANY REASONABLE PRICE, IF AT ALL.





Future sales of substantial amounts of our common stock in the public market or the perception that such sales could occur, could put downward selling pressure on our common stock and adversely affect its market price.







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THE OVER THE COUNTER BULLETIN BOARD IS A QUOTATION SYSTEM, NOT AN ISSUER LISTING SERVICE, MARKET OR EXCHANGE. THEREFORE, BUYING AND SELLING STOCK ON THE OTC BULLETIN BOARD IS NOT AS EFFICIENT AS BUYING AND SELLING STOCK THROUGH AN EXCHANGE. AS A RESULT, IT MAY BE DIFFICULT FOR YOU TO SELL YOUR COMMON STOCK OR YOU MAY NOT BE ABLE TO SELL YOUR COMMON STOCK FOR AN OPTIMUM TRADING PRICE.





The Over the Counter Bulletin Board (the "OTC BB") is a regulated quotation service that displays real-time quotes, last sale prices and volume limitations in over-the-counter securities. Because trades and quotations on the OTC Bulletin Board involve a manual process, the market information for such securities cannot be guaranteed. In addition, quote information, or even firm quotes, may not be available. The manual execution process may delay order processing and intervening price fluctuations may result in the failure of a limit order to execute or the execution of a market order at a significantly different price. Execution of trades, execution reporting and the delivery of legal trade confirmations may be delayed significantly. Consequently, one may not be able to sell shares of our common stock at the optimum trading prices.





When fewer shares of a security are being traded on the OTC Bulletin Board, volatility of prices may increase and price movement may outpace the ability to deliver accurate quote information. Lower trading volumes in a security may result in a lower likelihood of an individual's orders being executed, and current prices may differ significantly from the price one was quoted by the OTC Bulletin Board at the time of the order entry. Orders for OTC Bulletin Board securities may be canceled or edited like orders for other securities. All requests to change or cancel an order must be submitted to, received and processed by the OTC Bulletin Board. Due to the manual order processing involved in handling OTC Bulletin Board trades, order processing and reporting may be delayed, and an individual may not be able to cancel or edit his order. Consequently, one may not be able to sell shares of common stock at the optimum trading prices.





The dealer's spread (the difference between the bid and ask prices) may be large and may result in substantial losses to the seller of securities on the OTC Bulletin Board if the common stock or other security must be sold immediately. Further, purchasers of securities may incur an immediate "paper" loss due to the price spread. Moreover, dealers trading on the OTC Bulletin Board may not have a bid price for securities bought and sold through the OTC Bulletin Board. Due to the foregoing, demand for securities that are traded through the OTC Bulletin Board may be decreased or eliminated.





WE GENERATED A NET LOSS OF $745,291 AND $11,498,557 BEFORE TAXES FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2010 AND SEPTEMBER 30, 2009, RESPECTIVELY. WE MAY BE UNABLE TO CONTINUE AS A GOING CONCERN.





Our consolidated financial statements have been prepared on a going concern basis which assumes that we will be able to realize our assets and discharge our liabilities in the normal course of business for the foreseeable future. We generated a consolidated net loss before taxes of $745,291 for the nine months ended September 30, 2010 compared to a consolidated net loss before taxes of $11,498,557 during 2009. We realized a negative cash flow from operating activities of $1,106,323 for the nine months ended September 30, 2010 compared to $1,558,439 for the nine months ended September 30,2009. For the nine months ended September 30, 2010, we had an accumulated deficit of $38,107,859 and a working capital deficiency of $2,118,528 compared to an accumulated deficit of $37,436,006 and a working capital deficiency of $2,489,437 for the year ended December 31, 2009. At September 30,2010, we had a stockholders' equity of $983,773 compared to a stockholders' equity of $835,348 as at December 31, 2009. Our ability to continue as a going-concern is in substantial doubt as it is dependent on a number of factors including, but not limited to, the receipt of continued financial support from our investors, our ability to raise equity or debt financing as we need it, and whether we will be able to use our securities to meet certain of our liabilities as they become payable. The outcome of these matters is dependent on factors outside of our control and cannot be predicted at this time.









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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS





On October 4, 2010, the Company issued a total of 610,687 shares of common stock through its private placement of shares of common stock at a purchase price of $0.10 per share for a total amount of $61,068.70, to an "accredited investor", as that term is defined in Regulation D of the Securities Act of 1933.





On October 26, 2010, the Company issued a total of 542,640 shares of common stock through its private placement of shares of common stock at a purchase price of $0.10 per share for a total amount of $54,264.00, to an "accredited investor", as that term is defined in Regulation D of the Securities Act of 1933.





On November 9, 2010, the Company issued a total of 351,563 shares of common stock through its private placement of shares of common stock at a purchase price of $0.10 per share for a total amount of $35,156.30, to an "accredited investor", as that term is defined in Regulation D of the Securities Act of 1933.





The total proceeds are used for working capital.





ITEM 3: DEFAULTS UPON SENIOR SECURITIES





None





ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS





None





ITEM 5: OTHER INFORMATION





None





ITEM 6: EXHIBITS:





Exhibit 31.1   CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT





Exhibit 31.2   CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT





Exhibit 32.1   CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT





Exhibit 32.2   CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT








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SIGNATURES





Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.







Amaru, Inc.(Registrant)November 15, 2010

/s/ Chua Leong HinDate

President, Chief Executive Officer andChief Financial Officer